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U.S. Capital Securities


Carolina First Mortgage Loan Trust

The information in this section is a summary only and is qualified in its entirety by the more detailed information appearing in the prospectus or similar document related to the security.

Outstanding Investor-Held Securities

263 shares of Series 2000A Cumulative Fixed Rate Preferred Shares ("Series 2000A Preferred Shares") issued by Carolina First Mortgage Loan Trust (the "Trust"), an indirect subsidiary of TD.

Transfer Agent

The Bank of New York Mellon Trust Company, N.A.
One Wall Street
New York, NY 10286
USA

Stated Value

US$100,000 per share

Description

The Series 2000A Preferred Shares represent preferred equity interests in the Trust.  The Trust was organized for the purpose of seeking real estate investment trust income as defined in the REIT provisions of the Code.  The Series 2000A Preferred Shares qualify as Tier 2 capital of TD Bank N.A., an indirect subsidiary of TD and as Tier 2 capital of TD.

Dividends

Holders of Series 2000A Preferred Shares are entitled to receive, when, as and if declared by the Board of Trustees of the Trust, cumulative cash dividends at an annual rate of 11.125%, payable on the last day of January, April, July and October of each year. 

Redemption

The Series 2000A Preferred Shares are mandatorily redeemable in whole (but not in part), subject to receipt of all necessary regulatory consents, on January 31, 2031 for a cash amount equal to US$100,000 plus all accrued but unpaid dividends, whether earned or declared.
Upon the occurrence of certain circumstances, the Trust may, with regulatory approval, redeem all, or a portion of, the Series 2000A Preferred Shares for an amount in cash per Series 2000A Preferred Share equal to the greater of (a) US$100,000 or (b) a price per Series 2000A Preferred Share calculated as the sum of the present values of $100,000 and remaining dividends up to January 31, 2031 discounted to the actual redemption date on a quarterly basis at the prevailing yield to maturity on the US Treasury security of closest comparable maturity plus 50 basis points.

The Series 2000A Preferred Shares will not be redeemable at the option of the holders.

Exchange

The Series 2000A Preferred Shares will be exchanged automatically for newly issued Series 2000A Cumulative Fixed Rate Preferred Stock of TD Bank N.A. upon certain events related to the solvency and capital levels of TD Bank N.A.

Voting Rights

Holders of the Series 2000A Preferred Shares are entitled to 1/10 of one vote per share on all matters submitted to a vote of the Trust's shareholders.  However, TD Bank, N.A. expects that under all circumstances it will own directly or indirectly sufficient shares of the Trust's common shares to control a majority of the voting power of the Trust on matters submitted to a vote of the Trust's shareholders.  The Trust is prohibited by the First Amended and Restated Declaration of Trust from taking certain actions without the consent or vote of at least two-thirds of the Series 2000A Preferred Shares.

Transfer Restrictions

The Series 2000A Preferred Shares have not been registered under the Securities Act of 1933, as amended, and are deemed to be restricted securities.  Holders of Series 2000A Preferred Shares may not offer, sell, pledge, or otherwise transfer the Series 2000A Preferred Shares other than (a) to a qualified institutional buyer within the meaning of Rule 144A of the Securities Act, (b) in accordance with an applicable exemption from the registration requirements of the Securities Act, or (c) to TD Bank, N.A. or to one of its affiliates, and in any case in accordance with exemptions from any applicable state securities or blue sky laws.